(a) STATUS: WFB is a national banking association duly
 incorporated and validly existing under the federal laws of
 the United States and has the corporate power to own its
 assets and carry on its business as it is being conducted;

 (b) POWER AND AUTHORITY: each of Lessor and WFB has the corporate
 power to enter into and perform, and has taken all necessary
 corporate action to authorize the entry into, performance and
 delivery of, this Agreement and the other Transaction
 Documents to which it is a party and the transactions
 contemplated by this Agreement and the other Transaction
 Documents to which it is a party;

 (c) LEGAL VALIDITY: each of the Transaction Documents to which it
 is a party has been duly authorized, executed and delivered by
 it, and constitutes its legal, valid and binding obligations,
 enforceable against it in accordance with their respective
 terms except insofar as enforceability may be limited by (i)
 applicable bankruptcy, insolvency or other laws affecting
 creditors' rights generally or (ii) general principles of
 equity;

 (d) NON-CONFLICT: the entry into and performance by it of, and the
 transactions contemplated by, this Agreement and the other
 Transaction Documents to which it is a party do not and will
 not:

 (i) conflict with any laws, rules or regulations binding on
 it;

 (ii) conflict with the constitutional documents of Lessor or
 WFB; or

 (iii) conflict with any indenture, mortgage, contract or other
 document which is binding upon it or any of its assets;